Since the 1980s, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) has enabled Delaware corporations to provide exculpation from breaches of the fiduciary duty of care to directors – but not officers – in certain circumstances. Officers can
The Securities Edge
Securities and Corporate Governance Blog for Middle Market Companies
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Rooting for the other guys?
I have long thought that the SEC is among the best, if not the best, government agency. Over the years, I’ve worked with and gotten to know many folks on the SEC’s staff, who have consistently impressed me as bright,…
Who needs Shakespeare when you’ve got the SEC?
Image by WikiImages from Pixabay
Hating lawyers may not have started with Shakespeare, but he didn’t help things when he wrote “The first thing we do, let’s kill all the lawyers” in Henry VI. Any lawyer…
A Reminiscence
I hope you will forgive me for this digression when there are so many things to talk about in our wacky worlds of securities law and corporate governance. However, though I am tempted to rant about the SEC’s proposals on…
Note to SEC: The internet and social media are here – deal with it!
Another Year, Another Top Ten List
Image by Gerhard G. from Pixabay
It’s time for my annual posting on my 10 favorite books of the prior year. In last year’s version, I said that 2020 was an “annus horribilis” – the term…
Another perquisites enforcement action…with a twist or three
I suppose I should be getting tired of writing about enforcement actions involving nondisclosure of perquisites (for example, see here), and that you’re getting tired of reading about them. However, the topic is hard to resist, whether due to…
Why Is the SEC Like Pharaoh Tutmosis III?
I’ve been known to make some weird connections in this blog, so if you’re wondering what’s with the title of this posting, read on.
Some years ago, my wife and I took a fabulous trip to Egypt. One of the…
Nasdaq’s Board Diversity Rule: The “Hip” Exchange Does It Again
Image by Gerd Altmann from Pixabay
The Nasdaq Stock Market has developed a reputation for being the hip securities exchange, technologically and otherwise. In many ways, it deserves this reputation. For example:
- In 1991, Nasdaq became
…
Summer Doldrums? Not So Much!
Image by haengematteORG from Pixabay
Lest you think that the summer is a quiet time for those of us in the wacky world of securities and corporate governance, think again. Here’s some of what’s going on:…